Rent-A-Wreck Capital Inc. Consolidated Financial Statements September 30, 2006 and 2005

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1 Consolidated Financial Statements

2 PricewaterhouseCoopers LLP Chartered Accountants 111 5th Avenue SW, Suite 3100 Calgary, Alberta Canada T2P 5L3 Telephone +1 (403) Facsimile +1 (403) January 29, 2007 Auditors Report To the Shareholders of Rent-A-Wreck Capital Inc. We have audited the consolidated balance sheets of Rent-A-Wreck Capital Inc. as at September 30, 2006 and 2005 and the consolidated statements of operations and deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles. Chartered Accountants Calgary, Alberta PricewaterhouseCoopers refers to the Canadian firm of PricewaterhouseCoopers LLP and the other member firms of PricewaterhouseCoopers International Limited, each of which is a separate and independent legal entity.

3 Consolidated Balance Sheets As at Assets Current assets Cash 27,473 44,251 Accounts receivable 215, ,723 Prepaid expenses and cash deposits held 50,164 62, , ,312 Capital assets (note 4) 36,555 55,401 Goodwill 342, ,214 Intangibles 11,048 11,048 National Marketing Account (note 5) 122, ,661 Liabilities 805, ,636 Current liabilities Bank indebtedness (note 6) 116, ,379 Accounts payable and accrued liabilities 349, ,745 Current portion of long-term debt (note 7) 6,903 6,903 Current portion of capital lease obligations (note 8) 5,377 4,736 Convertible debentures (note 9) 48,880 16, , ,059 Long-term debt (note 7) 4,602 11,506 Capital lease obligations (note 8) 6,105 11,483 National Marketing Account liability (note 5) 122, ,661 Convertible debentures (note 9) 323, ,481 Shareholders Deficiency 984, ,190 Share capital (note 10) 702, ,173 Equity portion of convertible debentures (note 9) 12,839 12,839 Contributed surplus 9,100 - Deficit (903,256) (831,566) (179,144) (116,554) Going concern (note 1) Contingencies and commitments (note 14) 805, ,636 Approved by the Board of Directors (Signed) Sanford Miller Director (Signed) Phil A. De Leon Director

4 Consolidated Statements of Operations and Deficit For the years ended Revenue Rental and vehicle sales royalties 523, ,697 Franchise fees 36,773 3,262 Other income 263, , , ,868 Expenses Franchise system development 444, ,030 Salaries and benefits 100, ,724 Professional fees 158, ,170 Rent 59,443 59,702 Office and communication 41,589 48,465 Interest accretion of convertible debentures (note 9) 28,828 20,837 Bank charges and interest 28,868 17,645 Amortization capital assets 15,411 15,343 Stock-based compensation 9,100 - Bad debts 5,019 3,489 Interest on finance contract 1,869 2,434 Loss (gain) on disposal of capital assets 2,351 (925) 895, ,914 Net loss for the year (71,690) (195,046) Deficit Beginning of year (831,566) (631,772) Interest accretion on equity portion of old convertible debentures - (4,748) Deficit End of year (903,256) (831,566) Basic and fully diluted loss per share (note 11) (0.01) (0.03) Going concern (note 1)

5 Consolidated Statements of Cash Flows For the years ended Cash provided by (used in) Operating activities Net loss for the year (71,690) (195,046) Items not affecting cash Amortization 15,411 15,343 Interest accretion on convertible debentures 28,828 20,837 Loss on disposal of capital assets 2,351 - Stock-based compensation 9, (16,000) (158,866) Net change in non-cash working capital items 8,278 91,585 (7,722) (67,281) Financing activities Advances on bank indebtedness 1,501 99,043 Payments on capital lease obligations (4,737) (4,171) Repayment of long-term debt (6,904) (6,903) (10,140) 87,969 Investing activities Purchase of capital assets - (11,595) Proceeds on sale of capital assets 1,084-1,084 (11,595) Change in cash for the year (16,778) 9,093 Cash Beginning of year 44,251 35,158 Cash End of year 27,473 44,251 Supplementary information Cash (used for) provided by Short-term interest (13,392) 6,415 Non-cash transactions Accounts payable exchanged for convertible debentures - 50,000 Going concern (note 1)

6 1 Going concern These consolidated financial statements have been prepared using Canadian generally accepted accounting principles applicable to a going concern. As at September 30, 2006, Rent-A-Wreck Capital Inc. (the Company ) had a working capital deficiency of 234,529 ( ,747), a loss for the year of 71,690 ( ,046) and an accumulated deficit of 903,256 ( ,566). Of the working capital deficiency 102,440 represents amounts owing to an officer and significant shareholder of the Company (see note 13). As disclosed in note 17, subsequent to year end the Company completed a business combination transaction with U-Save Auto Rental of America, Inc. Concurrent with this transaction the Company has raised 3.5 million of gross proceeds by way of a private placement. In addition the Company is in the process of raising approximately 8.0 million by way of a public offering expected to close in February Furthermore management continues to improve the operating cash flow through the sale of franchises and the reduction of expenses to enable the Company to continue as a going concern. However, there is no assurance that management will be successful in these efforts. These financial statements do not reflect adjustments to the carrying value of assets and liabilities, the reported revenues and expenses and balance sheet classifications used that would be necessary if the going concern assumption were not appropriate. Such adjustments could be material. 2 Nature of the business The Company is a public company incorporated under the Canada Business Corporations Act on August 27, The shares were listed on the TSX Venture Exchange on May 17, The Company and its subsidiaries hold the trademark and franchise rights of the Rent-A-Wreck car rental system throughout Canada and operates as a national franchisor providing support to franchisees operating retail locations. 3 Significant accounting policies a) Basis of consolidation The Company s wholly owned subsidiaries include Practicar Systems Inc. ( Practicar ), Ontario Inc. ( ), RAW Opportunities Inc. ( RAW Opportunities ) and Alberta Inc. ( ). The accounts of Practicar, and RAW Opportunities have been consolidated with those of the Company and RAW Opportunities are inactive companies has been accounted for as an investment held for resale, however the investment has been fully written off. (1)

7 b) Capital assets and assets under capital lease Capital assets are recorded at cost. Assets under capital leases are recorded at the present value of the lease payments at the inception of the lease. Amortization commences in the month following the purchase. Amortization is calculated at the following rates and methods: Automobiles including those under capital lease Computer hardware and software including those under capital lease Office equipment and furniture including those under capital lease 20% declining balance months straight-line months straight-line c) Goodwill and intangible assets Goodwill and intangible assets (trademarks) with an indefinite life are recorded at historical cost and are not amortized. The carrying value of these assets is subject to an impairment test on an annual basis, or more frequently if events or circumstances indicate impairment. The measurement of possible impairment is based on the estimated fair values. The majority of the goodwill arose upon the acquisition of RAW Opportunities which at the time held the franchise rights for Atlantic Canada. Management has tested the fair value of Atlantic Canada and determined that a write down is not required. d) Revenue recognition The Company recognizes franchise fee revenue on the granting of a franchise once the franchise agreement has been signed and collection of the fee is reasonably assured. In the event a franchise is unable to sustain ongoing operations, the Company, as national franchisor, is under no obligation to repurchase or reacquire the franchise rights of the threatened operation. Rental and vehicle sales royalties revenue is based upon the gross sales achieved by the retail franchise operations across Canada. Accordingly, this revenue is recognized in the period in which retail franchisees have recorded their sales. Other income includes amounts charged to franchisees for services provided such as arranging and negotiating insurance and computer services as well as the management fee from the National Marketing Account (note 5). e) Franchise system development Franchise system development expense includes salary, wages and travel costs for the area regional managers, training provided to new and existing franchisees and marketing costs incurred to promote the Rent-A-Wreck name and system for the purposes of franchising. (2)

8 f) Future income taxes The Company uses the asset and liability method for accounting for the tax effect of temporary differences between the carrying amount and tax bases of the Company s assets and liabilities. Temporary differences arise when the realization of an asset or the settlement of a liability would give rise to either an increase or decrease in the Company s income taxes payable for the year or a later period. Future income taxes are recorded at the income tax rates which are expected to apply when the future tax liability is settled or the future tax asset is realized. Valuation allowances are established when necessary to reduce future tax assets to the amounts expected to be realized. Income tax expense consists of the income taxes payable for the period and the change during the period in future tax assets and liabilities. g) Stock-based compensation plan The Company s stock-based compensation plan is described in note 10. Compensation expenses are recognized at fair value, when stock options are granted. Any consideration paid on exercise of stock options is credited to share capital. h) Measurement uncertainty The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Specifically, the allowance for doubtful accounts and uncollectible notes and other receivables, and the valuation of goodwill and intangible assets require the use of management estimates. 4 Capital assets 2006 Cost Accumulated amortization Net Assets under capital leases 24,480 14,076 10,404 Automobiles 41,255 19,566 21,689 Computer hardware and software 98,634 96,966 1,668 Office equipment and furniture 30,918 28,124 2, , ,732 36,555 (3)

9 Cost Accumulated amortization 2005 Net Assets under capital leases 24,480 9,108 15,732 Automobiles 46,255 15,996 30,259 Computer hardware and software 106, ,655 5,795 Office equipment and furniture 30,558 26,943 3, , ,702 55,401 During the year, the Company recorded amortization of 4,968 (2005 4,928) on assets under capital leases. 5 National Marketing Account Under the terms of the franchise agreements, retail franchisees pay a monthly contribution fee to the National Marketing Account based on the gross receipts of their operating location. These funds are maintained by the Company in its capacity as franchisor and are expected to be used exclusively for advertising and promotional programs, as they are planned and incurred, to promote the Rent-A-Wreck brand nationally for the benefit of all franchisees, and for reasonable administrative expenses. During the year, the Company collected contributions to the National Marketing Account and revenues from the sale of promotional products in the amount of 332,836 ( ,028) and incurred 447,225 ( ,744) in advertising and related administration expenses. These amounts have not been recorded in the Company s Statement of Operations and Deficit. Included in the expenses is a management fee of 91,992 ( ,992) paid to the Company for administration and other services provided. As at year end the net assets of the National Marketing Account consisted of: Cash 50, ,817 Accounts receivable 35,736 40,036 Prepaid expenses 11,166 - Inventory 36,123 38,213 Accounts payable (11,696) (104,405) 122, ,661 (4)

10 6 Bank indebtedness Bank indebtedness consists of: Operating line of credit 108,912 86,990 Credit card facility 7,968 28, , ,379 The operating line of credit bears interest at a rate of prime plus 4.25%. The line of credit is secured by a personal guarantee by the Company s major shareholder. A credit card facility was negotiated during 2005 with an initial interest rate of 5.9% on balance transfers for the first six months and 12.99% after the first six months and on other amounts charged to the facility. The facility is secured by a personal guarantee by the Company s major shareholder. 7 Long-term debt The long-term debt at September 30, 2006 relates to a loan obtained from GMAC to finance the purchase of a vehicle, included in capital assets (note 4), and is secured by the vehicle itself. The loan is non-interest bearing and is repayable in monthly instalments of approximately 575. Future minimum repayments over the next three years are as follows: , ,602 11,505 (5)

11 8 Capital lease obligations The Company has leased computer and office equipment. Capital lease contracts bear interest at a fixed rate of 12.9% and are for a period of 5 years. Future minimum annual lease payments consist of the following: , ,605 6, ,607 6,607 13,212 19,817 Less: Imputed interest (1,730) (3,598) 11,482 16,219 Less: Current portion (5,377) (4,736) 9 Convertible debentures 6,105 11,483 On March 31, 2005, the Company refinanced the then existing convertible debentures ( old convertible debentures ) by issuing new convertible debentures in a principal amount equal to the principal and interest outstanding on the old convertible debentures totalling 293,021. Concurrently with this refinancing the Company issued a new convertible debenture in the principal amount of 50,000 in satisfaction of the amount of 50,000 owed to a director and officer of the Company. The old debentures originally issued on May 9, 2000 were to mature on May 9, The new debentures bear interest at a rate of 9.5% per annum payable annually commencing March 31, 2006 and mature on March 31, At any time, prior to maturity, the holder has the right to convert all or part of the debenture plus any outstanding interest to common shares at the conversion price. The debentures are convertible to common shares on the basis of 0.10 per share during the first two years of the debentures, 0.11 per share during the third year, 0.13 per share during the fourth year and 0.15 per share during the fifth year. The Company has the option to convert all or part of the debenture, and interest outstanding, if the weighted average price per common share during 20 consecutive trading days 5 days immediately prior to notice of conversion was equal to an amount not less than 120% of the conversion price (see note 17). (6)

12 10 Share capital a) Authorized Unlimited number of common shares Unlimited number of preferred shares b) Issued Common Number of shares Amount Balance as at 7,590, ,173 c) Stock options The Company grants stock options for the benefit of directors, officers, employees and agents of the Company. Options may be granted, at the discretion of the Board of Directors, to purchase not more than 10% of the common shares of the Company. A stock option can be granted at any time at a discount to the current market price as listed on the TSX Venture Exchange within the guidelines for such discount limits as set forth by the TSX Venture Exchange. Options granted vest immediately and expire three years after the date of grant. On January 25, 2005, the Company granted 270,000 options at an exercise price of 0.10 to directors, officers and employees of the Company. The options vested immediately. On August 24, 2006 the Company granted 200,000 options at an exercise price of 0.10 to a director of the Company. The options vested immediately. The fair value of each option granted is estimated on the date of grant using the Black-Scholes optionpricing model with the following assumptions: risk-free interest rate, 4.5%; estimated holding period of three years; expected volatility, 50%; and zero dividend yield. Based on these assumptions the fair value of stock options granted during 2006 is 9,100, and therefore non-cash compensation expense was recognized for these options with a corresponding amount recorded in contributed surplus. (7)

13 A summary of the status of the Company s stock option plan as at and changes during the years then ended is presented below: Options Weightedaverage exercise price Options Weightedaverage exercise price Outstanding Beginning of year 600, , Granted 200, , Forfeited (160,000) 0.10 (20,000) 0.10 Expired Outstanding End of year 640, , Options exercisable at year end 640, , At September 30, 2006, the 640,000 outstanding options had a weighted average remaining contractual life of 2.56 years. At September 30, 2005, 600,000 options had a weighted average remaining contractual life of 2.49 years. 11 Loss per common share The loss per common share figures are calculated using the weighted average number of shares outstanding during the respective fiscal years. For purposes of the basic loss per common share, the weighted average number of common shares was 7,590,501 (2005 7,590,501). Options to purchase 640,000 ( ,000) common shares at 0.10 per share ( ) were outstanding during the year, but were not included in the computation of the fully diluted loss per share because the options exercise price was greater than the average market price of the common shares and are therefore anti-dilutive. Conversion of the convertible debentures is not assumed in the computation of fully diluted loss per share, because its effect would be anti-dilutive. (8)

14 12 Income taxes Future income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of the Company s future tax assets are as follows: Future income tax assets (liabilities) Non-capital loss carryforwards 146, ,000 Capital assets (11,000) (13,000) Net future income tax assets 135, ,000 Less: Valuation allowance (135,000) (141,000) The Company has capital losses carried forward of approximately 227, The Company has not recorded any income taxes during the year as unrecorded non-capital loss carryforwards were utilized to offset any income taxes payable. The non-capital losses expire as follows: , , , , , , , , Related party balances Included in accounts payable is 102,440 ( ,020) owing to an officer and significant shareholder of the Company for salaries, expenses and advances. Advances of 20,000 bear interest at 8% per annum and have no fixed terms of repayment. The other amounts are non-interest bearing and have no fixed terms of repayment. All amounts are unsecured. During the year, an officer and significant shareholder of the Company waived receiving a salary of 60,000 ( ,000). This salary has not been accrued in the financial statements. (9)

15 14 Contingencies and commitments As at September 30, 2006, the Company is involved in a lawsuit as the plaintiff, and the defendant has filed a counterclaim against the Company. The outcome of this action is undeterminable at this time. The Company is committed to the following payments related to operating leases for building rent: , , Financial instruments The Company s financial instruments recognized in the balance sheet consist of cash, accounts receivable, prepaid expenses and cash deposits held, bank indebtedness, accounts payable and accrued liabilities, long-term debt, capital lease obligations and convertible debentures. The fair values of all financial instruments, except the long-term debt, capital lease obligations and convertible debentures, approximate their carrying amounts due to the short-term maturity of these instruments. The fair value of the long-term debt and capital lease obligations is not significantly different than their carrying values. Convertible debentures are recorded at fair value. A substantial portion of the Company s accounts receivable are with franchisees and are subject to normal industry credit risk, which is considered to be moderate to high. However, at year-end, management has reviewed the accounts receivable and all amounts considered uncollectible have been provided for. A one percent change in interest rates would not have a significant impact on net income. The Company is not exposed to any significant foreign exchange risk. 16 Additional franchise information Number of franchise locations Beginning of year New franchises granted 2 - Franchises closed (4) (9) End of year Number of franchise locations in operation at end of year (10)

16 17 Subsequent events The Company completed a business combination transaction on November 30, 2006 with U-Save Auto Rental of America, Inc. ( U-Save ), a privately held Mississippi company, based in Jackson, Mississippi. Under the terms of the Share Exchange Agreement, the Company obtained shareholder approval of a consolidation of its Common Shares and the acquisition by the Company of all of the outstanding stock of U-Save in a reverse take-over ( RTO ) transaction. The transaction involved the conversion of the Company s convertible debenture and accrued interest to March 31, 2006 into common shares, the forgiveness of the interest on the convertible debentures for the period from April 1, 2006 to November 30, 2006 by the debenture holders and the consolidation of the Company s common shares on a for-one basis resulting in 2,781,962 consolidated common shares. The Company issued 45,600,000 consolidated common shares to shareholders of U-Save, in exchange for all the shares of U-Save. At the conclusion of the transaction, the Company had 48,381,962 consolidated common shares. The former shareholders of U-Save held 94.25% of the outstanding shares. The former shareholders held 5.75% of the outstanding shares. The transaction also included the consolidation of the Company s 640,000 outstanding stock options exercisable at 0.10 to 156,917 options exercisable at The Company granted 6,865,169 consolidated stock options at an exercise price of and 920,693 consolidated stock options at an exercise price of 0.50 to replace the U-Save stock options outstanding at the time of the transaction. The Company convened a Special Meeting of its holders of Common Shares on November 30, 2006 to approve the consolidation and the business combination transaction. In connection with the business combination transaction, the Company closed two concurrent private placements led by Blackmont Capital Inc. and Meridian Merchant Capital Canada Ltd. for gross proceeds of 3.5 million. The company issued 7 million consolidated shares at 0.50 per share and granted options to acquire 700,000 consolidated shares at 0.50 per share for 2 years. The private placement closed on November 30, The proceeds will be used to expand the Rent-A-Wreck brand in Canada, introduce U- Save into Canada, retire debt of the Company, and expand its marketing and sales activities. Following the transaction the Company repaid the total bank indebtedness and cancelled the two facilities and repaid the total amount due to an officer described in note 13, related party balances. At the request of the Company, the trading of the shares of the Company had been halted by the TSX Venture Exchange since June 7, Following the transaction the shares resumed trading under the symbol FSN on December 15, (11)

17 The Company has engaged Blackmont Capital Inc. to act as agent for a proposed public equity offering of common shares of the Company (the Offering ). Gross proceeds from the Offering, anticipated to be between 4 million and 8 million, will be used primarily for debt reduction, growth of the Company s business in the airport and neighbourhood sectors of the car rental market and growth of the U-SAVE brand in Canada. The Company has filed an amended short form prospectus dated January 11, 2007 with the securities regulatory authorities in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Nova Scotia in connection with the Offering. Closing of the Offering is expected to occur in early February 2007 and is subject to certain conditions, including but not limited to, receipt of all necessary securities regulatory approvals (including the approval of the TSX Venture Exchange). (12)

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